


Stare Into the Abyss

by CynicalLion



Series: Sadomasochist Power Switch Frank Fontaine [1]
Category: BioShock 1 & 2 (Video Games)
Genre: Alternate Universe - Canon Divergence, Anal Sex, Breathplay, Cloacal Fingering, Cloacal Fisting, Cloacal Sex, Danger Kink, Implied/Referenced Underage Drinking, M/M, Masochism, Murder, Nightmare Sequence, Oviposition, Prehensile Penis, Smoking, Unsafe Sex
Language: English
Status: Completed
Published: 2021-01-05
Updated: 2021-01-05
Packaged: 2021-03-16 20:46:47
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 6,544
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28588224
Author URL: https://archiveofourown.org/users/CynicalLion/pseuds/CynicalLion
Summary: One of Fontaine's fishing subs pulls up something unexpected.
Relationships: Frank Fontaine/Original Male Character
Series: Sadomasochist Power Switch Frank Fontaine [1]
Series URL: https://archiveofourown.org/series/2117190
Comments: 4
Kudos: 9





	Stare Into the Abyss

**Author's Note:**

> This was meant to just be smut but some plot got in there and then some lore and it ended up being over 6.5k words long. I don't know how it happened, but enjoy if you dare!

The door to the office of Fontaine Fisheries was suddenly flung open and banged loudly against the wall. Fontaine, who'd been sat at his desk going over his coded smuggling ledgers, immediately went for the gun taped under his desk but relaxed somewhat when he realized his right-hand man was the one who'd barged into his office. "Christ, Reg, I almost fuckin' shot you!" Fontaine shouted, slumping back in his seat and frowning at how agitated Reggie looked. "The fuck is wrong?"

"One of the crews pulled up somethin' weird, boss, ya gotta come see it." Reggie breathed, sounding equal parts awed and disturbed.

Frowning more, Fontaine stood and couldn't help but let out a disbelieving laugh as Reggie practically dashed out of the office. Following his right-hand man, though at a much calmer pace, Fontaine found himself quite curious. He'd never seen Reggie act like this, and he'd known him since they were kids, so whatever the crew had pulled up had to be something indeed. Fontaine followed Reggie down into the lesser-known bowels of Neptune's Bounty where the massive holding tanks for fish breeding and holding were kept and crossed his arms over his chest when they came to a stop in front of one tank in particular.

It was full of the recent catch the crew who was nearby, looking as shaken as Reggie, had brought in and when Fontaine didn't immediately see anything noteworthy, he shrugged without uncrossing his arms. "Well?" He demanded, starting to feel the familiar tendrils of annoyance creeping into his curiosity. If this was some misunderstanding, or worse, some kind of joke, heads might just roll.

"Just watch, boss." Reggie said quietly, eyes glued to the tank.

Confident that Reggie at least wouldn't be dumb enough to waste his time, Fontaine sighed and turned his attention back to the tank. In less than a minute, there was a flash of gold, black, and blue and the crew off to the side started audibly. Narrowing his eyes, Fontaine stepped closer to the large glass tank and tried to figure out where the flash of color had come from. Suddenly a face parted through the fish swimming idly in the tank and Fontaine jolted back as a hand followed the face, smacking against the tank hard enough to make the glass creak.

The face was human enough in shape, but the shape was where the similarities ended. The creature was firstly massive, the head and oddly human torso like a fairly lithe human man but blown up to such a proportion that it was actually bigger than even Fontaine himself, which wasn't even taking into account the massive tail which trailed behind it. The creature's skin was dark blue and got darker the closer to the its tail Fontaine's gaze traveled, fading fully to black on the lower stomach. On the way, he noticed the creature lacked a few distinguishingly human features, namely a nose, nipples, ears, and a bellybutton.

The massive tail trailing behind the creature was eel-like in shape and covered in black scales that shimmered gold or blue depending on how the light hit it and was decorated on the top and bottom by a semi-transparent wavy black membrane of sorts. The creature had gills on its sides and neck, and the fingers still splayed against the glass where it had hit it were webbed and capped in mean-looking little hooked claws. Fontaine managed to drag his gaze back up to the creature's face, which was framed with what almost appeared to be black tentacles ringed in golden, pulsing bands, but on closer inspection, appeared to be the creature's hair, and locked eyes with it.

The eyes were something else just like the rest of the creature, large and almost completely black, only two little glowing golden dots whereabouts a pupil would be on a person breaking up the abysses. The creature seemed to sneer at Fontaine, revealing rows of sharp, uneven teeth, and smacked the glass once again before turning swiftly and disappearing back into the curtain of fish that had obscured it from view to begin with.

"What the fuck is it?" Fontaine breathed, glancing at Reggie but quickly returning his eyes to the tank in the hopes of catching another glimpse of the massive, strange creature.

"Your guess is as good as mine, boss." Reggie replied, standing much further away from the tank than Fontaine and trying not to look too nervous about his boss's proximity to the creature it held. "It almost took down the bathysphere that brought it in and it fought like hell while the crew there were tryin' to tank it with the rest of the haul. They came and got me and I-- I ain't never seen anythin' like it."

Letting out a breath as he caught another shimmer of gold in the tank, Fontaine looked to Reggie and motioned him closer. Reggie obeyed reluctantly and Fontaine pointed when there was another flash. "That color looks real familiar, don't it?" He asked, glancing over at his right-hand and grinning when he saw the spark of realization on his face.

"Boss, you don't think--?" Reggie started, running a hand through his hair.

"Only one way to find out." Fontaine interrupted, grin only growing when he caught a flicker of what appeared to be the tip of the creature's tail. "Sedate it, get it hauled over to Futuristics. Keep it real quiet, Reg, only the people you know you can trust." He ordered, looking at Reggie seriously and getting a nod from the slightly younger man.

"What should I do about the crew?" Reggie whispered, not looking as Fontaine glanced over his shoulder. The crew only consisted of three people; the one who'd been piloting the bathysphere and the two who'd helped drag the catch in. Reggie could guess what their fates would be even before Fontaine looked to him again and reached for the silenced pistol in his suit jacket. He nodded and got out his own silenced pistol, spinning around as Fontaine took the first crew-member out and taking out one himself as Fontaine shot the third one.

"On second thought, you get this cleaned up. I'll get some people down here." Fontaine said, putting his gun away. "You just make sure it don't escape somehow once you've taken the trash out."

"Sure thing, boss." Reggie said, putting his own gun away and cuffing his sleeves so he could dispose of the bodies they'd just made. There was bound to be something big and hungry in one of the tanks that would take care of this evidence for them, there always was.

Several hours later, Fontaine, Reggie, Tenenbaum, and a few trustworthy grunts and scientists were down in the bowels of Fontaine Futuristics, all of them marveling at the clearly pissed-off creature currently coiled up in its tank and glaring at them through the coils of its tail. It had taken a dozen tranquilizer darts to make the creature sleepy enough to not bite the people Fontaine made transfer it. They'd thought half that was enough because the creature had become sluggish, then one man lost several fingers so they'd shot it six more times for good measure. It had only stayed tired for about five minutes after it'd been moved so apparently the amount of tranquilizer had barely been enough.

"Mermaid." Reggie said after some silent awing, arms folded over his chest. "I mean, it don't make any sense, but--"

"It looks like a fuckin' mermaid." Fontaine agreed quietly, his own hands stuffed into his coat pockets as he stared at the glittering scales on the creature's massive tail. The creature had turned out to be about fifty feet long and most of that length was the tail. If the grunts he currently had on stand-by weren't all spliced up with muscle enhancers, they wouldn't have ever been able to carry it into the lab. Hell, they'd strained even with their extra edge.

"Merman." Tenenbaum murmured, nursing a cigarette and picking at one of the sleeves of her lab coat with her free hand as she pondered the creature. "The structure of the creature suggests it is male."

"Huh." Fontaine huffed, walking up to the much smaller tank the creature was coiled up in and smiling despite himself when the creature's semi-transparent eyelids narrowed over its oversized eyes. "Oddly human, ain't it? Think it can talk?"

"Doubt it." Reggie scoffed, narrowing his eyes at the creature when its gaze seemed to turn to him. "Seems too feral."

Humming, Fontaine turned to the grunts huddled away from the tank, whispering among themselves. He let out a sharp whistle and they started, all of them instantly giving him their undivided attention. "Connect an open tank to that one and fill it with seawater." Fontaine ordered, watching in satisfaction as the grunts moved to obey him.

"Are you going to attempt communication?" Tenenbaum asked, choosing to watch the grunts work instead of actually look at Fontaine.

"Might as well." Fontaine replied, turning to the creature again and grinning at it when he realized it was watching him. "I think it's smarter than it wants us to think, but if it don't wanna talk, we'll treat it like an animal and start runnin' the fun pokey tests on it." The creature narrowed its eyes again and Fontaine stepped right up to the glass, smirking at it. "And if it won't cooperate, we can always just put it down and dissect it."

The creature lunged at the glass, punching it and causing the glass to ripple. Luckily it didn't break, but it _did_ look sorely tempted. Fontaine didn't even flinch this time, unlike the rest of the room, most of whom jolted, only grinning again as the creature cradled its fist, snarling at him. "Still think it doesn't talk?" Fontaine breathed, cutting his eyes over to Reggie and laughing softly at the fact that Reggie had his hand in his coat, clearly having been about to get at his gun.

"Well, it understands you, at least." Reggie conceded, slowly taking his hand out of his coat and going to light up a cigarette instead.

"Tank's connected, boss." A grunt called, Fontaine dragging his eyes from the creature and to the smaller, open-topped tank now connected to the holding tank.

Nodding in acknowledgment, Fontaine turned back to the creature and tapped the glass to get its attention as it was currently inspecting the hand it had used to punch the tank. It looked up with a withering glare and Fontaine pointed up towards the connection point. "I know you understand me, so get in the other tank. I got questions for you." He ordered, keeping the creature's cold gaze until it, reluctantly if Fontaine had ever seen reluctance, finally swam through the connection point and into the other tank.

The smaller tank was elevated so it didn't fill up with water but then the connection closed off and the tank lowered slowly so as to not slosh. The second tank was just tall enough that the water would only go up to Fontaine's shoulders if he were standing in it so the creature had to stay fairly low so as not to be exposed to the air. The machine lowering the tank came to a halt and Fontaine took off his jacket and wristwatch before starting to cuff his sleeves.

"You really think this is a good idea, boss?" Reggie asked quietly from Fontaine's shoulder, having come over to take his coat and such. "We don't know if that thing'll play nice. You saw what it did to Meyers."

"I'll be fine, Reg." Fontaine replied, shooting his right-hand a wink. "Ya know I don't take risks if I ain't confident I can pull it off." He got a sigh for his efforts but Reggie nodded and Fontaine looked to the grunts who were off to the side again. "No matter what that thing does, nobody shoots it without my say-so, understood?" He demanded, getting a chorus of "yes, sir" and looking to Reggie when he didn't get one from him. Fontaine raised his eyebrow expectantly and Reggie sighed again.

"Yeah, boss, I understand." He grumbled, taking his own coat off as Fontaine approached the tank and setting both on a chair so he wouldn't be tempted to go for either of their guns.

As Fontaine came right up to the tank, the creature slowly surfaced out of the water and stared him down, its coiled up tail propping it up and allowing it to look over the glass separating them with ease. "So, do you talk?" He questioned, sliding his hands casually into his trouser pockets and tilting his head at the massive creature before him. It stared at him for a bit, then its chest moved in what might've been a sigh and its jaw worked a bit in what Fontaine recognized as a grinding motion.

"Yes." It answered simply, its voice oddly pretty despite the venom in its gaze. _A singer's voice,_ Fontaine thought idly.

"Ya got a name?" He pressed, deciding to keep playing at least somewhat charming and friendly despite the creature's attitude so long as it kept answering him. You catch more flies with honey and all that.

"Not one in human." The creature replied, looking over Fontaine's head to Tenenbaum. "That one was right about me being male, though." He turned his gaze back down to Fontaine and narrowed his eyes at the way he was looking him up and down. This wasn't his first time being captured by humans, but this was certainly the worst situation he'd been in. Before it was always fishing boats and that meant it was always easy enough to break free of whatever confines or restraints he was placed in and return to the ocean. Here, there was no such obvious escape.

"Got somethin' I can call ya then?" Fontaine asked, giving the creature a charming grin which did nothing for the glare he was trying to kill him with.

"No."

Sighing a bit at the creature's icy tone, Fontaine decided to cut the grin that clearly wasn't working. "Alright. I'm gonna call you Star, then."

Faltering, the creature actually lowered himself a bit, looking surprised. "Star?"

"Yeah." Fontaine said, smirking a bit and tilting his head slightly. "Your eyes remind me'a stars. Ya can call me Frank, by the way."

Frowning in confusion instead of anger, the creature lowered himself even further, ending up at eye-level with Fontaine. "Fine." He said after a bit, deciding that as far as names went _Star_ wasn't so bad. Better than _Frank_ , anyway. "You can call me Star."

Despite appearances, Star was oddly human and Fontaine could tell when he'd thrown a man off his game. He successfully fought down a grin and motioned at one of the scientists across the room. "Bring over a slug." The scientist rushed to obey and Fontaine took the glass jar she provided him, showing it to Star. "This look familiar to you?"

Leaning forward a bit to peer into the jar, Star shrugged. "It's a little-- well, me." Almost instinctively, he caught the jar when Fontaine dropped it, glaring at the human, whose eyes were wide in shock.

"That would explain why we could never get them to breed." Tenenbaum hummed, coming forward rather fearlessly to take the jar from Star and taking it back to the table the scientist had gotten it from.

"You were trying to breed them?" Star asked, scoffing and shaking his head. "If it's more little ones you want, I can give you eggs, but you'd have to capture a female to fertilize them." He said, leaning close to Fontaine and baring his teeth at him. "And they're bigger. **Much** bigger." When Fontaine only smirked at him, his wide-eyed surprise gone in an instant, Star huffed angrily and backed up, glaring at the man who was clearly not afraid of him despite having seen him nearly take off another man's hand.

"Much as I think I might enjoy figurin' out how t'milk ya, I got a couple more questions first." Fontaine replied easily, grinning when Star actually looked caught off-guard by his comment. Star was dangerous, Fontaine had seen that much, and yet the urge to fuck with him was unusually strong and Fontaine had always been a rather impulsive man, so he indulged it, throwing caution to the wind in the hopes of getting a rise from him. Breaking eye-contact with Star, Fontaine motioned to another scientist. "Gimme some Adam."

The scientist moved quickly to bring him a vial of Adam and Fontaine showed it to Star. " _This_ look familiar?" After a huff of what Fontaine assumed was annoyance, Star took the vial from him and examined it more closely. He easily uncorked it after staring at it for a bit and poked a clawed finger in, pulling it back out and sticking it in his mouth once the tip was coated.

Grimacing, Star retracted his finger and put the cork back on the bottle. "Venom. From a little one. It's quite potent." He said, handing the bottle to Tenenbaum as she came forward for it and eyeing her tentatively as she left with it. Star didn't like how unafraid of him she was. He could smell an undercurrent of fear on Fontaine, though it was masked overwhelmingly by an odd excitement, but that woman didn't smell like anything. She was so _calm_. It was **unnerving**.

"Venom?" Fontaine asked, sounding interested.

"That would explain the side-effects that come with using Adam." Tenenbaum added from the shelf she was depositing the Adam vile on.

"Adam? Is that what you call our venom?" Star asked, making a "snrk"ing sort of sound. "That's a dumb name."

"So **you're** venomous?" Fontaine asked, not caring in the slightest about Star's criticism. He hadn't named it, after all, that had been all Tenenbaum.

Coming closer, Star draped one arm on the tank edge, his torso resting on the glass, and extended the other arm in front of Fontaine's face. Flexing his fingers a bit, Star made venom secrete from his claws and smirked when Fontaine's eyes widened. Then Fontaine grabbed his hand and pulled it closer, examining the little golden drops more closely and his smirk died on his lips, replaced by confusion and annoyance. Why wasn't this squishy man more afraid of him!? Star could break him in half with no effort and it was like he didn't even realize the danger he was in!

"That probably means you're immune to it too." Fontaine murmured, more to himself than anyone else. "Maybe immune to all of it."

"It helps that my venom is much weaker than a little one's." Star mumbled, suddenly wrapping his large hand around Fontaine's neck and piercing his skin with each little hooked claw. He barely noticed how Fontaine's hands immediately went to his wrist, clawing and trying to pull him off, too focused on the spike of fear in his scent. "It won't kill you in small doses." Star pulled Fontaine closer with the grip on his throat and leaned over a bit as well, eyes narrowed dangerously. "But you'll wish you were dead." He hissed, releasing Fontaine and leaning away as the man backed away, coughing and rubbing his throat.

Shooing at Reggie as he came closer to see if he was okay, Fontaine managed to grin at Star. "Real cute." He grumbled, voice coming out harsher than usual from how hard Star had squeezed his throat. Fontaine opened his mouth to say more, but instead he groaned as the room started to spin. He vaguely registered shouting but he couldn't make out anything more than his name and before he could even realize the floor was getting awfully close, he was unconscious.

_Slowly, Fontaine opened his eyes. He felt-- floaty. Looking around, he realized it was because he was underwater. Deep underwater, actually. Off in the distance, Fontaine could see the lights of Rapture and he started to swim towards them. He needed to get back, the ocean was no place for a human, especially not such a deep part of the ocean._

_As Fontaine swam, strangely unburdened by the need to breath or the frigid cold that should've been freezing his limbs or the crushing pressure of the water around him, Rapture got further away. He tried swimming faster, but that only made Rapture shrink faster into the great grey horizon of the deep sea. Pausing in his endeavour, Fontaine suddenly realized he was above a great trench and looked down into the void beneath his floating form._

_In slow motion, two massive glowing golden orbs appeared in the void. Warning bells began to go off in Fontaine's mind and he started to swim again, some primal part of his brain telling him if he didn't escape, it would be the end of him. An uncontrollable urge took Fontaine and he looked down, hoping to see the silt of the ocean floor, hoping that he'd passed the trench and the danger within, but instead he saw rows and rows of massive, rock-like teeth coming up._

_Bubbles escaped his throat in place of the scream he tried to let out and Fontaine was swallowed down by a cavernous mouth. He fell end over end for what felt like ages before a sudden light caught his attention. Fontaine looked down into the abyss he was tumbling down and saw nothing by golden light. It was comforting at first, but then he began to get warm. Warm became hot, hot became sweltering, and soon his skin was boiling from his bones, the golden light enveloping him and choking him in a way even the ocean before hadn't._

_There was no air to breathe, Fontaine had no voice to scream, and even when his flesh had melted completely from his bones, all he knew was pain._

Then it all ended; there was no pain, no golden light, no falling. A comfortable coolness washed over him and Fontaine sighed. His eyes opened slowly and he realized he was in his bed. Rolling over slowly, Fontaine cringed. He felt sore. Not the good kind of sore, either. He felt like he'd been hit by a truck. Groaning softly, Fontaine sat up and cringed yet again. He was damp with sweat and his clothes were sticking to him.

Sighing deeply, Fontaine got carefully out of bed and walked to the bathroom, starting up the shower and washing himself off slowly. He hadn't had a dream like the one he could only vaguely remember now since he was a kid. He'd gotten drunk with some of the actors he'd been living with at the time and had suffered through a trip of a dream and his very first hangover. This certainly felt alot like that.

Getting out of the shower once he'd washed all the sweat off himself, Fontaine walked past the mirror in the bathroom and paused. He examined his neck where there should definitely be bruises from when Star had grabbed him and found nothing. Brows furrowing in confusion, Fontaine quickly walked back into his room and found Reggie sleeping in an armchair in the corner. Smiling more gently than he ever would if the man could actually see him, Fontaine grabbed a clean comforter from his bed and draped it over his friend. Reggie shifted, snuggling up, but didn't wake, so Fontaine got dressed and left the room. On the way, he realized it had been about twelve hours since the incident in the lab.

As if cued by his discovery, Fontaine's stomach growled loudly and he sighed. He needed to go talk to that feisty little shit down in his labs, he didn't have time for food. A wave of dizziness came over Fontaine when his stomach growled again and he realized he didn't have a choice. Grumbling to himself, Fontaine left his apartment and stopped at the Central Square Bistro on the way to Futuristics. He ate on the bathysphere over, having chosen a fish sandwich since that was easy and because he was craving fish for some reason.

When Fontaine arrived at the lab where Star was being held, he found it empty of anyone but the merman he was looking for. Star had been moved back into the large holding tank and was coiled up in his tail again. When he heard Fontaine enter the room, however, he shifted some coils to peek through them and watched as Fontaine passed him right up to get the open-top tank connected to the holding tank again. Once everything was connected, Star passed through unprompted.

While he wasn't necessarily excited to interact with the cocky human again, he was bored all alone in his glass prison and if Fontaine was the only entertainment he was being offered, he was better than nothing. The tank began to lower once Star was fully transferred and he propped himself against the glass to watch the descent. Even from his elevated position, Star could tell Fontaine was frowning and that made him smile a little. Maybe he'd actually managed to get something through to the human.

"Good to know you don't lose your healin' properties when you get older." Fontaine greeted, motioning at his neck. "I normally don't mind gettin' choked a little, but your grip was a bit much."

Chuckling despite himself, Star splashed Fontaine with some of the frigid water in his tank. "That's not all my venom does." He informed, grinning toothily at Fontaine's shocked expression.

The little shit had splashed him! Now he was all wet and-- not cold. Expression morphing from shocked to confused, Fontaine started stripping off his jacket as he walked over to the tank's control board. He tossed the soaked garment to a chair and quickly located the thermometer for the tank. Frigid. The water was frigid. Why didn't it _feel_ frigid?

"Immunity to the extreme temperatures of the ocean." Star hummed, watching Fontaine and smirking again when he looked up. "I thought once that Tenenbaum woman got the "anti-venom" into you, it would cancel out the effects of my venom, but I guess not."

Tenenbaum. Fontaine couldn't help but laugh, shaking his head and looking away. Of course Tenenbaum had been the one to get him fixed up. Besides Reggie, she was his star employee, that was for sure. Looking back to Star, Fontaine's eyes traveled down his massive tail and then he looked at the tank itself. Humming to himself, Fontaine got an idea and stripped off his shirt. He tossed it onto the chair with his jacket and then his slacks, shoes, and socks followed.

After curiously watching Fontaine get almost naked, Star realized what he was doing and moved to the farthest end of the tank. Fontaine climbed the small ladder built into one side of the tank and got into the frigid water, having the gall to smirk at Star when he caught sight of his surprised expression. Wading over to the surprised merman, Fontaine reached out boldly and ran a gentle hand down his tail. Immediately that tail was wrapped around him, pinning his arms to his sides and Star was glaring at him.

"I nearly sink the contraption that caught me, I bite one of your minions, I **envenomate** you, and you have the **nerve** to _pet_ me?" Star hissed, eyes narrowed and the golden bands in his hair pulsing. "Do you have any idea how easy it would be for me to kill you?" He continued, tightening his hold slowly. "Your bones are so soft compared to mine, it would barely take any effort."

Despite the cold water surrounding him, Fontaine was feeling rather warm and he couldn't help but grin at the dangerous creature holding him in his coils. "You can't kill me." He breathed, letting out a shuddering breath when Star squeezed him tighter still. Despite the very dangerous situation he was now in, Fontaine's pulse was racing in exhilaration.

"Who's going to stop me?" Star asked quietly, coming closer to Fontaine's face. "You don't have your little minions here to look after you now. We're all alone."

Once upon a time when Fontaine was just Frank, a little tot freshly escaped from the orphanage with nothing but his only friend and his big dreams, he'd gotten the opportunity to hold a large snake that one of the actresses kept for her act. He remembered how heavy it had been and how he could feel the muscles moving in its smooth body as it had climbed across his arms and neck. This, he thought dimly, in the back of his mind, was almost like that, except now there was no Reggie to run off and get help when the smooth muscles started to squeeze too tight and no busty actress to wrestle him free before it was too late.

"Fuck." Fontaine breathed without really meaning to, aroused more than he really should be from the danger he was in and the way it was getting harder to breathe.

Suddenly loosening his grip a bit, Star frowned at Fontaine. "Are you getting off on this?" He'd smelled human arousal before on a few occasions, but he'd still assumed the scent Fontaine was giving off was fear muddled by his venom or the anti-venom in his system. That breathy expletive, however, told him otherwise.

Chuckling softly, Fontaine shrugged as best he could in Star's still-tight grip. "If that bothers you, ya should probably stop squeezin' me."

Blinking slowly, Star loosened his grip enough to allow Fontaine movement but stayed coiled around him. Regret instantly found him as Fontaine's hands started traveling his tail again and Star huffed in annoyance. "I've never met a human who was so eager t--" Star broke off into a high, keening sound as one of Fontaine's fingers caught on the edge of his cloaca and slid in a bit.

Eyes widening at Star's sudden outburst, Fontaine looked down to see what he'd found and cocked his head to the side in curiosity at the grey flesh revealed to him when he pulled against the edge his finger had caught in. He knew fish had cloacas but he hadn't expected Star to have one. He supposed it made sense, though. Star started to hiss something at him, but Fontaine wasn't really listening as he pressed his index finger into the opening and ran it slowly along the inner edge, finding it was actually fairly large and getting a low whine from Star. "Looks like I'm not the only one enjoyin' myself." Fontaine muttered, pushing a second finger into his cloaca when Star glared at him and feeling something hard when he started to move them around exploringly. So that must be his dick, then.

Humming in interest, Fontaine felt it and almost jerked his hand away in shock when it moved against his hand, spilling out of the softness around it as he watched and wrapping around his wrist. Yeah, that was definitely a dick, but it was _long_ and it moved like an octopus tentacle. Gently gripping Star's cock, Fontaine let out a little laugh when it squeezed him back and looked up at Star to find he looked annoyed. "Ah, come on, ya know you're havin' fun." He teased, squeezing Star gently and looking down again when his cock slithered further up his arm, even longer, apparently, than he'd originally thought.

"I guess it has been awhile." Star admitted softly, unable to focus enough to control his penis with Fontaine's fingers still in his cloaca. He'd never had anything in there before so he really hadn't realized how sensitive it was on the inside. Suddenly Fontaine slid his entire hand in and Star jolted, a loud, surprised moan leaving him as a jolt of pleasure shot up his spine.

Grinning as Star's cock pulsed around his arm, Fontaine kept exploring the inside of his cloaca. "So roomy in here." He hummed, grinning wider when Star gripped his upper arms and squirmed against his intrusion. "Guess it's gotta be to fit this monster in it." Fontaine added, using his other hand to pry Star's cock off his busy arm and laughing softly when it simply wrapped around that one instead.

"I'm going to eat you." Star whispered, still looking and sounding somewhat angry behind the lust creeping into his face and voice.

Humming softly, Fontaine shuffled closer to Star, only stopping once their chests were flush and Fontaine could no longer see down between them. "It'll be worth it." He murmured, removing his hand from Star's cloaca and freeing himself from his drenched underwear.

"You won't be saying that when--" Star broke off into a shrill almost-scream as Fontaine's burning hot, compared to how cool his own insides were, cock suddenly slipped into his cloaca. His claws broke the skin of Fontaine's arms where they dug in but that only made Fontaine grunt softly before he started to move.

"Cold too." Fontaine grunted, carrying on his thought from earlier and grinning smugly when Star glared weakly at him. "Soft though. And so slick." He leaned a little closer to Star's face, unafraid despite himself of the sharp teeth now mere inches from his nose. "I got you all wet, huh, doll?" When Star grinned instead of getting bitey, which was what Fontaine had been expecting, _hoping for_ , he paused in his slow thrusts to raise a curious eyebrow at the merman.

"I'll show you slick." Star growled, his penis suddenly releasing Fontaine's arm and instead sliding between his legs and practically slithering inside of him. Fontaine jolted in surprise but then smirked infuriatingly, the smell of lust in the air spiking.

"Well, this is a first." He breathed, carrying on with his thrusts and marveling at how easily Star had gotten up inside him. He was exactly the right size and indeed quite slick from still being coated in the fluid from his cloaca so it hadn't hurt even a little. Star didn't respond, too caught between looking annoyed and blissed out. Blissed out won over as Fontaine's thrusts sped up and Star stopped filling him, his cock seeming to have reached its limit. Even with how much of it was stretched out between his legs, Fontaine had never taken a cock as long as Star's and it was turning him on incredibly. Everyone assumed Fontaine was a hard top, but he'd always been a dominant switch so this was a dream come true.

As Star started fucking him, his prehensile cock pulling out and pushing back in with no movement needed on Star's part, Fontaine decided the time for teasing was over. It was a bit of a running joke among the people he slept with regularly that the only way to shut Fontaine up in bed was to stuff him too full of cock for him to talk, and while he'd never agreed to such accusations, he also couldn't disagree. As it stood now, he was quite content to keep his mouth shut and focus on pounding into the slick hole in front of him.

For his part, Star was completely lost in sensation. He was cold-blooded and his body temperature reflected that, so both Fontaine's cock and his ass were so hot they almost hurt. They didn't, though, and being perched so precariously on that edge between pain and pleasure was causing Star to make pleasant little, almost song like, noises that he would never admit to.

"Ya got such a pretty fuckin' voice." Fontaine huffed after awhile of simply listening to Star, his blunt nails digging into the merman's hips. "Say my name." At first it seemed like Star wasn't going to indulge him, his voice cutting off, but then he leaned close to his ear and Fontaine held his breath.

"Frank." Star whispered, gasping shortly after as Fontaine shuddered and began filling him with cum. The burn made Star's vision go white and he cried out in a mix of pleasure and pain, his own orgasm hitting him hard.

The blissful feeling of orgasming was cut through by a sudden coldness inside Fontaine but then sparked up again but a burning pain as Star dragged his little hooked claws down his back, parting the skin like paper and making the water around them start to turn red. Fontaine was shuddering from the lingering pleasure of cumming mixed with the sharp sting of saltwater getting into his new wounds when he realized the cold feeling inside him hadn't gone away. Star was holding him tightly, his face buried in his neck, so Fontaine couldn't really move, having to simply grimace in discomfort.

Discomfort quickly became mild concern as the feeling _just kept **going**_. It felt like he was being filled with cold cum, but it didn't really feel like cum, it felt like a million individual objects, all shifting and moving to take up as much room inside him as possible. When he finally stopped feeling like he was being filled to the brim, Star relaxed a bit and Fontaine grunted, shifting slightly. "What the fuck is that?" He grumbled, frowning and pulling away from Star just enough to allow his limp cock to slip from his cloaca.

Chuckling softly, Star gave Fontaine a smug grin. "I told you I could give you eggs. How did you think I'd give them to you?"

Eyes widening, Fontaine pulled further away from Star, looking frustrated when his cock didn't slide out. "You pumped me fulla eggs!?" He shouted, not hearing it due to his shouting as the door to the lab opened and Reggie hurried in.

Smelling the human as he entered, Star glanced over, prompting Fontaine to do the same and they both saw him staring at the scene before him with wide eyes and a red face. "I'm, uh, I'm guessin' you're alright, then, huh boss?." Reggie asked, clearing his throat and averting his eyes as Fontaine quickly turned red and Star started snickering.

_Several years later._

Frank Fontaine stood alone in front of the massive windows in his bedroom, looking out over the glittering lights of his kingdom. Thanks to the venom sample Tenenbaum had collected from Star so long ago, Fontaine's scientists had been able to synthesize mature Adam from what the "slugs" produced. Once they had that, it'd been a piece of cake to figure out how to create safe Plasmids. When Fontaine had started the war with Ryan, he'd spliced his people up with the current, unstable Plasmids and they'd lost their minds thanks to the side-effects. Fontaine's people, however, were spliced to hell and back but they were still themselves, still aware and in control. He'd started the war and he'd won it with that leg up.

Lighting up one of his fingers with Incinerate, Fontaine lit a cigar and took a deep drag. He blew the smoke towards the ceiling and when he turned his gaze back to his kingdom, he smiled. Off in the distance, just past all the lights, in the murky blackish-blue beyond that you could just see if you really tried, there was a flash of familiar, unmistakable gold.

**Author's Note:**

> My first merperson story! My first cloaca fuck! My first prehensile penis! I'm just poppin' all sorts of cherries tonight!


End file.
